Once Upon A Time In Equestria
by sboyd
Summary: 5 friends are looking for something interesting to do on a boring night... and get more than they expected humans in ponyville with a difference. ive read some where they stay human. never where they turn into ponies T for language and one gore scene


O.U.A.T.I.E PT1

Once Upon a Time in Equestria

It was a dark rainy night. Surprisingly dark for a November night but no one asked about it. Stefan, Alex, Callum, Terry and Daniel were just out for a drive, with nothing else but a car what else was there to do?

"Dude I can't do anything while I'm drivin" Stefan said to Terry "put some music on will ya?"

"Yeah sure" Terry replied "who'll I put on?"

"BVB obviously" Alex blurted out instantly with a smile on her face

"Hold it, just go through my play lists" Stefan interrupted "Remember I have a car list everyone liked?"

"Oh yeah" Terry remembered "ok then I guess BVB goes first"

Right as the song started the whole group recited:

"Scream! Shout!

Scream! Shout! WE ARE THE FALLEN ANGELS!"

And thus everyone started enjoying the various songs in the list. Terry playing air guitar on the solos, Stefan driving along and singing, Alex singing her heart out to her true love Andy Sixx and any other songs she knew the words to, Callum head banging away, happy as could be, and Daniel sitting tapping his feet and singing along to the songs he knew.

As the group passed through a tunnel the weather suddenly became rougher, without paying much attention to it Stefan simply turned the windscreen wipers up higher, and everyone else was too relaxed or too into the songs to care.

Suddenly there was a huge crashing sound outside the car, causing it to swerve.

"Holy crap what was that?" Terry shouted as Stefan regained control over the car

"I don't know but I don't like wha..."

Stefan was cut off mid sentence when another crashing sound rang through the car causing him to lose complete control.

Suddenly there was unbelievable darkness. The only visible light was from the stereo and various dials on the dash board

"What is going on here? This is madness!" Daniel exclaimed

Then it felt like they hit something, and hard. Terry's head hit off the dash in front of him. Stefan's head hit the steering wheel. Alex was thrown forward but flew back hard because of her seatbelt. Callum and Daniel both hit their heads off the windows, smashing them open. The entire group was then unconscious.

However when the windows were opened, not a single sound could have been heard if they were awake. The only sound that could be heard was the laughter of 'perfect weapon'

* * *

><p>O.U.A.T.I.E PT2<p>

Once Upon a Time in Equestria

As Callum started to wake up he kept his eyes closed for a bit. He tried to take in as much of the sound around him as possible.

Trees rustling... They must be near either a few trees or a forest of some sort.

Animals off in the distance... What could that mean?

He heard a grunt near by... Who could it be? It sounded a little higher than his own voice. Alex? Terry?

"Ughh what happened"

'That's Alex' he thought to himself

As he opened his eyes, he couldn't have closed them if he wanted to the sky was incredibly blue. As he looked down toward the ground he saw that the trees in the distance looked flat. But not flat to the ground. Just plain two dimensional flat.

"Wow what th..." Callum was cut off when he looked in the direction of the voice he heard earlier.

There was a horse lying on its back, but instead of its usual long face and legs, its legs were shorter and its face was slightly more rounded on the lower jaw.

"Ah... Alex?" Callum stammered, his voice shaken with confusion

Alex opened her eyes and only to see a horse staring straight at her, mouth wide open. It was also smaller than the average horse but its face was more angular. However the horse was sitting roughly where she heard Callums voice come from.

"Ca...Llum?" she barely stuttered

The two recently woken friends started screaming in confusion causing the other three sleeping horses nearby to jump up from their sleep.

"Wah! What's going on?" Terry said but gave a short shriek upon seeing what Callum and Alex had seen

"What the literal fuck!" shouted Daniel

"What the fuck? Am I trippin or something? I'm seein you guys as horses!" Stefan yelled

The five tried to stand up and get a better view of each other

Alex was a bright White horse with red hair and a black streak through the middle.

Terry was dark grey with blonde hair that was somehow spiked back

Callum was a dark orange with brown hair, shaped slightly out from the head but partly flat

Stefan was a dark golden colour with, almost black, messy spiked hair

Daniel was a dark purple horse with light brown hair coming down over his eyes slightly and...

A horn on his head?

"What the? Dan! You have a horn on your head!" Alex noticed "you're a unicorn?"

"Wow everyone check your heads" said Terry feeling a strange weight on his back "wait... I have wings!"

"I've got a horn too?" Stefan discovered "Alex you've got wings too!"

"What happened to us?" Callum asked "one minute were drivin down the road? The next we got two pegusi, two unicorns and..." what have I got?"

Everyone looked at Callum.

"Nothing man" Daniel responded

"Wait you got something on your ass..." Terry noticed "Stefan, c'mere and look at his ass, I don't know what it is"

"Dude? Checking out Callums ass at a time like..." Stefan stopped "A strait jacket? And a cupcake for a head?"

"Dan has a weird ass mark too!" Alex said looking at everyone's back ends "we all have"

"Awesome!" Terry rejoiced "my ass has two guitars on it... Aww there's only 21 frets on them"

"Mine is a skull and cross bones with the masks of the theatre next to them" Alex announced

"Aww bad ass!" Daniel said "what's mine? Test tubes and beakers? Uhmm okay I spose"

"What's mine?" Stefan asked "looks like a black slab with brown border... A? Chalk board? What the hell? Why don't I get an awesome one like the rest of you?"

"Never mind that" Daniel said "look around and see if there's any sign of life we could use for help."

As they all looked around they noticed they were in the middle of a field, one side was a dark foreboding forest, the other was a warm looking cottage, surrounded by happy animals.

Pretty easy choice...

As the group walked off towards the cottage there was something bothering the whole group. Mainly Stefan however. The problem was a feeling of familiarity with the area. Usually this would be great but when you haven't been somewhere before it would worry anyone.

* * *

><p>O.U.A.T.I.E PT3<p>

Once Upon a Time in Equestria

As the group arrived at the door of the cottage they could barely ignore the feeling of familiarity.

Why did this feel so familiar? It didn't make sense in the slightest

The closest to the door was Stefan who rapped on the brown wooden panel with a loud clicking noise. He was rapping with a hoof instead of knuckles after all.

"Hello? Is anyone in?" Stefan called "we really need some help"

After a couple of second there was a clicking sound, like hooves on wooden flooring. Then came an extremely familiar soft voice from inside

"Uhmm ok just one second please"

"Right I need to ask this" Stefan snapped "does anyone else not think this is kinda familiar, I swear I've seen this stuff before and that voice? I know I've heard her before"

"Yeah" the others all replied at the same time

As the door opened everyone in the group stopped instantly, everyone was suddenly paler, even Alex.. As if she wasn't pale enough

"So what seems to be the trouble?" replied the owner of the cottage

Standing at the door was a horse with similar shape to Alex, short horse legs, rounded jaw, and wings.

The difference being that this horse was a light yellow colour, with light pink hair, similar to Callums only with more volume to it.

"Hello?" the horse said backing away from the door

The first to snap out of the trance was Stefan

"Uhmm suh.. Sorry about that.. It's just" Stefan stammered weakly "but is y.. Your.. Name Flu.. Fluttershy?"

"Oh why yes.. Do I know you?" Fluttershy replied returning to her door

Upon hearing this Stefan went back into his confused trance. Alex had managed to snap out just on time to ask.

"Ah.. Fluttershy, could you help us, we don't know what's happened to us but were not meant to be here" Alex started "if it's not too much hassle could you gather your five friends and take us to the library?"

"Yeah we need to figure out some things and we would need to talk to your friends to sort it out" Callum finished

"oh ok I'll be back in a second" Fluttershy said, slightly afraid of the strange ponies in front of her door "I'll just go get a few of my birds to go and get the girls for me"

Once she had disappeared into her house Daniel was first to break the silence.

"Were.. In.. My little.. Pony?" he said, shaken by the realisation

*gulp* "yeah.. That's why this place seemed so familiar to us" Stefan said starting to understand "that dark evil looking forest is the Ever-Free Forest, where Zecora probably lives. And this is Fluttershys cottage"

"Zz zzshhhh! She's comin back" Terry hushed

"Ok my birds are on their way, follow me please" Fluttershy said when she returned "if that's ok that is.."

And so the six ponies went off towards, where they could only assume was, Ponyville. Hopefully there they could get some answers.

* * *

><p>O.U.A.T.I.E PT4<p>

Once Upon a Time in Equestria

As everyone was walking they couldn't help but gawk at the scene before them. The whole town looked exactly how it did in the show. It was almost like just watching a new episode.. But in super 3D. The normal scene was in front of them like on TV.. But they could hear the grass rustling, the hustle and bustle of the nearby town and they could feel the wind against their.. Well their fur.

After a few minutes of walking they see a huge tree in the centre of the town. The library.

"So do you know if your friends are here Fluttershy?" Daniel asked

"Well I think that they should be, except rainbow" Fluttershy replied "I think she may take a while because at about this time of day she would be taking a nap"

"Ah well that's ok, but Twilight should be there?" Stefan asked, feigning a lack of knowledge "I reckon she'd be most important to our problem"

"Oh yes she'll definitely be here" Fluttershy announced "she lives at the library after-all"

The group finally arrived at the library and Fluttershy knocks on the door. After a second the door swings open and a little purple dragon with green scales greets Fluttershy

"Say.. Who are your friends Fluttershy?" the dragon asked "I don't recognise them and me an Twi have seen just about every pony in this town"

"Oh.. No uh. I actually don't know these ponies spike, they appeared at my door earlier saying about being in trouble" Fluttershy explained "so I brought them here because they asked to see me and the other 5 girls."

"Spike?" Terry said quietly to the others "spike? We really are in the pony's world.. Also Stefan how'd you not know about twilight living in the library? You of all people?"

"Uh derp.. I obviously knew but I don't think this sounds quite right" Stefan began "5 ponies appear from nowhere and no one recognises them. However these 5 ponies know everything about the town and inhabitants?"

"Seems normal" he finished, jerking his head sideways and crossing his eyes for emphasis

"Oh.. Well yeah I spose that sounds kinda odd" Terry realised

"What's going on here?" another voice said from inside the door "spike? Do we have visitors?"

"Uh well kinda" spike replied "these 5 ponies seem to be having a problem"

"Well then bring them in"

The voice was coming from a purple unicorn with purple hair and a pink streak up the middle.

They didn't even need introductions, this was Twilight, the leader of the mane six

Once inside they sat and waited until all the mane six arrived. Then came the fun part... Making sense of everything that had happened

* * *

><p>O.U.A.T.I.E PT5<p>

Once Upon a Time in Equestria

Twilight brought the new ponies into her home and sat them down and Fluttershy headed to the kitchen to make some tea

"So what seems to be troubling you ponies?" Twilight ask "if you say then I can probably find a book that will help"

"Ho oh no I really doubt you'd have a book" Terry laughed "but let's just wait for the others"

"Well.. If you're sure then ok, but what could be so important that all six of us need to know?" twilight asked

"Well I suppose we could explain to you now" Alex said, looking at Stefan "you first, you probably remember the most"

"Hmm fine then but first how much does everyone actually remember?" Stefan asked

"Well I remember we got in the car" Terry said "nothing after.. Ha-ha"

"I remember we listened to fallen angels then one song after" Callum continued

"Same here" Daniel added

"I remember that the weather got a little bad" finished Alex

"Is that all everyone remembers?" Stefan asked

"Ok well what I can remember was all that, but there was a tunnel" Stefan said closing his eyes as if to improve his memory

"Things started to get weird because the weather suddenly got pretty bad... Then there was the crashing sound" he continued, scrunching his face up as if to push the memories forward

"Then I think everything got really dark" he finished "then we woke up next to the forest and Fluttershys house"

After a couple of minutes of thinking Twilight then had to ask the question on her mind

"You were driving?" she asked "like you were pulling a cart or in one?"

"No.. Like we were out in a car" Daniel said "like four wheels and an engine"

"Uh huh and you were driving and crashed... Then ended up near Fluttershys?" Twilight repeated

"Yeah I know how that sounds but this is the icing on the cake" Stefan said "we aren't actually supposed to be here, in this world... Were meant to be human. If that term makes sense"

"Look! I know how this sounds but you have to believe us" Callum started "there's no way to make sense of this but we aren't crazy"

"Hah yeah right, we all know you're crazy Callum.. But let's not get into that now shall we?" Stefan joked "listen twilight there's also something you should know about us.. But the others need to be here"

"Ok then I guess but I'm not going to call you ponies crazy" twilight said

"Wait seriously?" Terry gasped

"Yes. Look at my head.. I'm a unicorn" twilight said "I see magic everyday and this sounds like magic to me"

"Ha well that's a relief" sighed Alex

Soon after, the other ponies arrived, along with Fluttershy and her tea.

* * *

><p>O.U.A.T.I.E PT6<p>

Once Upon a Time in Equestria

"Hey Fluttershy! We got your letter!" a cyan Pegasus said as she burst through the door

"Yeah where's these new ponies I have to meet" bounced another pink pony

"Ahm here too" added a country voice

"What would be so important that you had to interrupt my very busy schedule?" said a White unicorn

As the four new ponies walked into view the five confused ponies finally accepted that they were in fact in Ponyville... And the first to snap was Callum

"OHmy god!" Callum shrieked zipping over to pinkie and hugging her

"WOW! HI! I'm pinkie pie" pinkie gasped returning the hug "what's your name?"

"My name is Callum, and it's awesome to meet you pinkie pie" Callum replied

Pinkie pie looked around and saw the other four new ponies and with a huge gasp she tore out of the library at full speed

"What? Oh where's she going!" Callum said, majorly disappointed that he couldn't chat more with pinkie

"Ha-ha dude don't worry, she's probably just away to throw us a new pony party or something" Stefan reassured Callum who felt better at the fact the pinkie was going to throw a party, and they could attend

"Say.. Pinkie didn't know you guys and yet you knew what she was doing?" rainbow dash realised "who the hay are you?"

"Hmm well I guess its explanation time?" Stefan said "huh guys?"

"Yeah but you do it" Terry responded

"I agree with Terry" Alex added with a grin

"Yup" Callum continued

"Yeah you'd probably be best to put it into words dude" said Daniel finishing of the singularity treatment from the group.

"Ugh I hate you guys" Stefan said

"Right well see this will all sound crazy as hell but" Stefan started his explanation "us five aren't meant to be here. We were humans out for a drive one night and suddenly some weird stuff started happening. Next thing we know we wake up here.. And as ponies no less"

"Right well you said that to me and Fluttershy so why did you need to group together?" asked Twilight

"Well that'd be for the next bit" terry said looking at Stefan "right?"

"Yep" Stefan replied looking at the other ponies in the group "well this is where it gets weird for every...pony in this room"

"We were humans yes but at the same time... You ponies didn't exist" said Stefan looking at the other ponies in the room "you guys were a cartoon programme. We watched you all on TV"

This last statement had taken a lot for the ponies to understand and the first to break silence was applejack

"Well Uhmm.. Not ta sound rude or nothin but that's sounding a bit short ah normal ta me.. Whata ya mean we was on TV?" she asked

"Well you were all TV characters on a show called my little pony friendship is magic." Callum responded "that's how we know your names.. Fluttershy Twilight Apple jack Rarity Rainbow Dash and Pinkie Pie" as he said each name he looked at the respective pony, causing them all to be surprised.

"Ok hold on, I need to write a letter" twilight said "the princess needs to know about this"

Twilight turned away, and stumbled out of the room. Shaken by these ponies in her house with unknown knowledge of who they were.

* * *

><p>O.U.A.T.I.E PT7<p>

Once Upon a Time in Equestria

As Twilight left anyone could have noticed how uneasy she was. However all the other ponies felt the same.

"Right I gotta ask this" rainbow dash burst out "how do we know you five are tellin the truth?"

"Yeah ah can see where rainbows comin from" applejack agreed "it wouldn' take much ta jus walk aroun town an ask ponies who we are.. This here's a town where everypony knows everypony"

For a second the group thought how best to answer this question then Callum answered

"Well there was a song that pinkie pie sang to your sister, applejack" he said "it was a song about cupcakes... I know the lyrics to it and I'm sure Stefan does too" he continued looking at Stefan

"Yeah.. How'd it go again?" Stefan thought for a second "oh yeah!"

"All you gotta do is take a cup of flower. Add it to the mix, now ya take a little something sweet not sour.. A bit of salt just a pinch. Bakin these treats is such a synch, add a teaspoon of vanilla. Add a little more an ya count to four and ya never get your fill of.." Stefan recited

"Cupcakes.. So sweet and tasty. Cupcakes.. Don't be too hasty. Cupcakes. Cupcakes cupcakes cupcakes" Callum chirped in cheerily

"well that does sound rather like a pinkie song but how do we know you weren't just peeping in through her window?" rarity asked

This time Stefan answered with a slight smug grin

"Hm. well rarity, how's this for an answer? A short while before your first sister hooves social" Stefan recalled, rarity's face scrunching in interest "sweetie belle, your little sister if I'm not mistaken, was trying to surprise you with breakfast in bed"

Suddenly Raritys jaw lowered slightly. She had asked the question but this answer was going to be personal to her but Stefan still continued

"You were lying in bed dreaming about various scents and aromas then you recognised smoke" he continued (Rarity's eyes getting bigger every few words)

"You then dove out of your bed, ran out the door and tripped on your blanket which was trailing behind you... Which you didn't realise because you still had your night mask on... And fell down your stairs."

At this point rarity managed to do what Alex did.. Become paler than White

"Then when you removed your mask you saw sweetie belle cooking, and then she shouted at you for ruining the surprise" Stefan said, finishing the assault to Raritys mind

Rarity held her composure for a few seconds afterwards.. Before fainting at the sheer mental torture dealt to her.

When Stefan finished Terry went over, slightly impressed by the amount Stefan knew

"Uhmm.. I think you just raped her with words" he whispered drawing a slight chuckle from Stefan

"Wow.. Thorough" applejack said, just as shaken as rarity

"So yeah do you believe us now?" Daniel asked feeling they had the ponies convinced

"Well ya obviously got rarity.. An ya got me to" answered applejack

"Nope" said the ever stubborn rainbow dash

"Hm figured that you'd be like that dash" Stefan started "guys any suggestions?"

Callum knew the answer to this one

"Yeah I got one... The true identity of the mysterious mare do well"

This one caught rainbow dash's attention.. Nopony in the whole town knew who mare do well was except them six "uh ok go on.. What was the name of the pony then?" she said, trying to bluff

"Well it was actually four ponies" Callum said causing dash to flinch... Her bluff had fallen on its face

"Twilight used her magic to fix the dam. Pinkie pie used her pinkie sense to save the ponies at the construction site" Callum remembered "Applejack used her strength to stop the carriage. Fluttershy did the flying and rarity made the costume."

This time rainbow dash was beaten. Other than the six of them nopony in Ponyville knew that.

"Wow I guess your right... You do know stuff that nopony could possibly have known." dash said accepting defeat

After a few minutes of heavy silence twilight walked in, slightly more composed than how she left.

"So uhm what did I miss?" she said worried by the answer.

As she walked in she noticed rainbow dash and applejack both sitting, looking paler than she had left them but the worst was rarity. She was passed out.

"Well Twi ya missed the mental assault on rarity and rainbow dash can even say these here ponies ain't foolin. They know stuff that nopony could know but us." answered applejack

"Well such as?" twilight continued, even more worried that dash would accept defeat

"Well the golden unicorn here knew about Rarity's mornin before the sister hooves social. Almost ta the fine details... He even knew what she was dreamin about" said applejack with a shaken voice

"And the orange pony next to him knew the true identity of mare do well" rainbow finished

At that there was a knock at the door and spike went to answer it. It was princess Celestia herself. As she walked in the six ponies bowed straight away

Guyss it's Celestia, we aren't meant to be here but we still are so bow" said Stefan bowing his head

"regardless of your difference to us I see that you know respect as well as anypony should" Celestia said "I guess that means that I can take you more seriously.. The average crazy pony wouldn't care about respect"

"Thank you princess but I think we have a bit of a bigger issue." Alex said "see as I'm sure twilight explained in her letter, we aren't meant to be here"

"So is there any way that either you or Princess Luna could get us back home?" Daniel said "you are the most powerful ponies in all Equestria after all"

"Well I will have a look however I'm afraid I cannot promise anything" Celestia stated "although in the mean time I would love to know more about you five.. And I see you have already shaken a couple of my subjects. Is there anything you could tell me that nopony else could know?"

"well there's one thing that comes to mind" Stefan replied "Twilight sent you a letter a short while after the nightmare moon incident about the difference between a true friend and one who's not a good friend" "the Gilda thing" he continued, looking at the other ponies "when you read the letter you went to write a reply to it, but the ink disappeared from the page. And you realised and said 'whoops wrong ink' and laughed to yourself a little"

"My word I am impressed, nopony knew about that except me. That night I was in my private chambers and nopony could possibly have spied on me." Celestia said, rather taken back "you truly do have a fair knowledge of us ponies and this.. TV show we all were in"

"Yeah but it doesn't focus solely on just you ponies, there's a fair bit of back-story" Stefan remembered "there's things like the story of how nightmare moon came to be.. The discord thing.. The Hearths warming eve play was shown too. And we know how each of you elements got your cutie marks, along with the elements of harmony you represent"

"well this all seems incredibly interesting but sadly I don't have the free time" Celestia apologised "I must return to the castle, Luna needs to wake up soon to raise the moon, however I will get straight to finding you a way home, but as the saying goes 'don't hold your breath' as I can't say how long this will take"

And with that Celestia bowed her head in farewell and left.

So the five new ponies were going to have to wait for a while before getting home, but this was ok. As much as everyone wanted to get back to their families... What harm would a couple days do? It would make an incredible story when they got back too.

And so they pushed the thought of home back for a while.. And good thing too, because pinkie pie had just burst through the door

* * *

><p>O.U.A.T.I.E PT8<p>

Once Upon a Time in Equestria

As pinkie pie burst through the doors of the library everypony noticed she was wheeling something in front of her

Stefan and Callum instantly knew what it was.. They knew pinkie well after all

"EVERYPONY DOWN!" Stefan howled as pinkies party cannon exploded firing confetti and party table tops over the tables

"Hahaha that's fuckin awesome" Callum shouted in hysterics

Pinkie pie continued getting trigger happy with her party cannon unloading a huge amount of party gear all over the library. One thing Daniel and Stefan noticed, and were very interested in testing, was the physics that pinkie was breaking.. She hadn't stopped to reload the cannon once.

As soon as the cannon was spent pinkie pie directed another pony in, who was using magic to carry a huge dj set. Callum and Stefan both looked at each other, not even needing to say anything. They knew it was vinyl scratch, or DJ pon-3.

After a few minutes scratch had set up her decks and was ready to get going

"Okay everypony! Leeettss PARTY!" pinkie shrieked pointing straight at vinyl scratch who then started blasting tracks from pinkies personal DJ list

Almost on queue another load of ponies bust in through the doors and the party was in full swing.

"Well guys this is it huh?" Stefan shouted over the music "we get settled here for a short while then when Celestia has some way for us to get home we go. Sound good?"

"Yeah sounds good" everyone said

"Well like pinkie pie said 'let's party'" Stefan repeated "this parties for us remember!"

And so the welcome party raged on through the night and all the mane six started talking with the new ponies about their lives and what they did in the human world. After a while of talking the five went off into the party to make some new friends with the Ponyvillians.

After a while Alex had slipped out of the party, and had thought she was unnoticed. She was wrong, all the other four had seen her leave and headed out to see her.

She had a slightly sullen face as she stood on the balcony.

"Hey is everything alright?" Callum asked walking over first

"Oh yeah its ok, it's just I started thinking about the idea of going home." she replied "I saw derpy, or is it ditsy here? Either way I saw her standing outside sending dinky home, obviously cause it's late. But I saw that loving mother daughter connection and I remembered my family."

"Yeah I know what you mean" Stefan assured her walking over too "listen Alex we all got here somehow right? So there has to be a way home"

"And you saw. We have Celestia looking into it" Terry added, joining the group "I mean she controls the fuckin sun so were set" he finished adding a quick hoof wave for emphasis

"Hm yeah your right I guess" Alex said with a small smile

"Rrrrgh ah fuck it!" Daniel snapped "group hug you guys" he said as he pulled everyone together

"Ha hold it a second.. How do we do this? Were ponies remember" Alex noticed

"Uhmm just stand up an hug?" Stefan suggested

This worked and the five ponies stood hugging for a minute. The first to break silence was Stefan

"Hey Dan? Physics at all? Ha-ha" he said

"Ha-ha yeah I guess that physics don't mean shit in this universe" Daniel added

"alright guys for now let's not worry about getting home" Stefan said "were in Ponyville, the mane six are downstairs and we got a whole lotta party to finish. I'm gunna talk to pinkie and applejack, see if we can't get some drinks that are a bit stronger than punch. I'm sure we could all do with letting our... Manes down" he finished winking at the others "eh? Ehhh? Oh fuck yous too"

And so the group went into the library to continue the party which carried on well into the early hours of the morning

* * *

><p>O.U.A.T.I.E PT9<p>

Once Upon a Time in Equestria

His head was in splitting pain, he was dizzy beyond all he thought possible. But he could barely think so that wouldn't have been much anyways

Stefan was slowly waking up but keeping his eyes closed due to the incredible light around him.

After a while he realised that there was something tied around him. He grabbed it with his hand and felt.. It felt like a seat belt... He felt it with his hands?

Stefan slowly opened his eyes and saw that he was in his human body. First he looked around his feet and saw a small puddle of blood (presumably his own) and a lot of glass.

As he looked up he saw a form next to him... And wished he hadn't.

It was Terry lying motionless against the dash board of the car, a large puddle of blood on the dash and floor, all trailing from a gash in the side of his head.

As Stefan turned around to look in the back he saw more destruction of the car, along with Callum and Daniels human heads smashed and bloodied, covered in glass and in-between was Alex who's head was hanging loosely on her shoulders, presumably a broken neck.

Stefan tried to scream simply in fear, not for help, just from fear but all that escaped him was a light whimper

After a couple seconds of this he heard a voice.. Terry's!

He instantly turned his head to look at Terry but sadly there was no change to Terry's body. Except one. A haunting image Stefan knew he was going to see more often than once.

Terry's eyes were wide open and completely vacant, almost starring into Stefan's soul.

He tried to scream more but the whimper only increased a tiny fraction.

Then there was a flash and Stefan jolted off a wooden floor, and stood up on all fours regaining focus and gasping for air.. He was out of breath for some reason

It was a dream.. A terribly vivid nightmare but a dream none the less

"STEFAN!" the other ponies around him shouted

"Wha.. What happ.. Pend?" Stefan gasped for breath as he looked at the ten concerned ponies around him

"You were asleep on the couch and you started wriggling and writhing a lot" Daniel explained "then you fell on the floor and just started screaming"

"Is everythin alrigh sugar cube?" said applejack "ya look like you just had a terrible freight"

"You don't know the half of it" Stefan started "I was dreaming I was back in the car... But after the crash."

"What? What happened?" Terry asked

"It was horrible, but it was so vivid it felt real.. Like I could feel my head in agony"

"I saw all of us, through my own eyes. I looked at you, Terry and your head was smashed open.. Alex your head was hanging loosely because you broke your neck.. Dan. Callum. You guys had smashed in heads too. And the whole car was a wreck. That's when I tried to scream but it was only a whimper to me. I guess that's when you guys heard me scream cause I heard Terry and looked at him.." he trailed off. Almost cracking as the image of the dead Terry stared at him through vacant eyes

"Terry's eyes had opened somehow and was staring straight into my own." he continued as the others gathered around him for comfort "and I just carried on screaming... I'm guessing I got louder after a second?"

"Yeah you did.. I didn't even know you could scream that loud" Terry answered

"Heh well now you know I guess" Stefan joked wincing slightly at the pain in his head "argh Jesus now that I'm more awake I can feel the fucking hangover."

"How much did you have? I saw you drinking like most of the night but not enough for a hangover" Terry asked

"Ha oh yeah well when you went up to bed.. I was chatting to berry punch for a bit and then for a bit of fun we decided to have a drinking contest..." Stefan recalled "Bi he he hig mistake"

"Hah good try though the only pony who's every out drank that girl is AJ and even then berry still held her own" rainbow dash said looking at apple jack

"Now c'mon dash yer makin me sound like an alcoholic" applejack said "I can just handle maself is all"

"Ok well first things first" Stefan said turning to the other four human ponies "I need to take my mind off that damn nightmare and I don't know about you guys but"

Stefan was cut off by his stomach grumbling

"Yeah nuff said" Daniel said "let's get something to eat, I'm starving too"

"Well ifn yer hungry I got plenty ah apples up at the farm?" applejack offered

"You sure applejack? Well pay you back somehow I'm sure" Alex replied

"Now don't go fussin bout it" applejack said "t'aint right ta ask fer payment from folks in yer situation"

"Thanks a lot apple jack" everyone said

And so the whole group headed up to sweet apple acres for their breakfast, compliments of applejack

Along the way while everypony was talking spike suddenly burped up a puff of smoke, which materialised into a letter

"Wow that's so much cooler face to face" Stefan said to Callum

"It's a letter from princess Celestia!" spike announced

•my dearest pupil twilight

I regret to inform you that in the issue of the new arrivals to Ponyville there doesn't seem to be a solution that I can find. However I will keep trying but for now I would suggest you and the other elements should help them get comfortable with their new surroundings. I will contact you as soon as I can with any news I have

~princess Celestia

"Aw man.. That sounds like were gunna be here a while guys" Callum said

"Alright, so we're not going home today? That's cool" Stefan said trying to ease everyponies minds "she said she's still gunna try. Let's just get breakfast and see what happens after"

And so they all continued to applejacks, nopony sure of what was going to happen

* * *

><p>O.U.A.T.I.E PT10<p>

Once Upon a Time in Equestria

"Agh that was good, I can see sweet apple acres does have the best apples in Equestria" Stefan congratulated "hell these are better than the apples back home"

"Well thank ye kindly uhh.. Stefan wasnit?" apple jack said realising that in all the time they had spent together, nopony knew the names of these new ponies. "I remember you were Stefan cause everypony shouted you outta your dream"

"Oh yeah we didn't do introductions yet" Terry realised "well my name is Terry"

"My name is Alex"

"I'm Daniel but you can just call me Dan"

"I'm Callum"

"I'm guessing we don't need to give you all introductions?" twilight joked "you seem to know all about us."

"Ha yeah pretty much" Terry said "Stefan? Care to take this one? You know the most after all"

"Ok." Stefan started "let's see how much I can get right ha-ha"

"Twilight sparkle.. Element of magic and the leader of the elements. Smart hard working and practical. However your constant educational perfection causes you to panic when you're wrong or can't find the right answer"

"Applejack.. Element of honesty. Strong and hardworking. Very self sufficient, but sometimes to a fault because you'd be stubborn and not want help when you need it"

"Rainbow dash.. Element of loyalty. A hard worker who will support her friends whenever they need her but can be a little head strong. Meaning you'd dive into trouble before thinking it through"

Applejack, rainbow dash and twilight all blushed at these personality evaluations. They were getting more and more interested in what these ponies knew.

"Keep going, Fluttershy rarity and pinkie are next right?" rainbow dash blurted out

"Ha ok I'll keep goin" Stefan continued

"Rarity.. The element of generosity. In her zone when she's being creative or making a dress, and will put herself at difficulty if it means someone she cares about is happy. However you can be a little melodramatic. Often freaking out at tiny things"

"Pinkie pie.. The element of laughter. The most care free and fun loving pony, you always just enjoy what's happening and always try to spread the joy. However your hyperactive personality means you jump to conclusions. Which I believe caused you a major problem some time before the gala?"

"Oh yeah the whole Pinkamena thing" pinkie remembered "yeah but that's gone now, keep going! Fluttershys next"

"Fluttershy.. The element of kindness. The show depicts you as being the cutest of the group"(this caused Fluttershy to blush slightly and slink away behind applejack)"you're a caring and sensitive pony who always thinks of others before yourself. You have a great gift with any and all animals and even have a thing called 'the stare'. The only downside to your cute and kind demeanour.. Which I feel terrible for pointing out to be honest.. It's your confidence. You often get too shy for your own good and your fears often get the better of you."

After a minute or two these evaluations finally sunk in to the other ponies

"Well golly.. That's a whole messa stuff you know bout us. Without even meetin us, how can ya tell all that bout us from a TV show?" applejack asked

"Well see in the show they have an amazing amount of character development" Callum explained "although even I'm impressed you could put that much together Stefan"

"Well I did watch the episodes a few times each, and I pick up on characters easily when I have something in common with them. Also people would do videos and when I watch them they would describe the characters very well too."

"well now that we all know who's who, I reckon we need ta find some place fer y'all to rest" applejack said "fer Alex an Terry I'm sure ya could just make a home in the clouds like rainbow has"

"I have a spare place over in Sugarcube corner too" pinkie added "but it's only room for one pony"

"I have a spare room that sweetie belle would use" rarity offered "if you don't mind the childish decor that is"

"I have a place at the library if anyponies interested" twilight said

"Uhmm well if you don't mind animals I have a spare room, if that's ok" Fluttershy continued "if any of you want to that is"

"Wow thank you all, your generosity is greatly appreciated" Alex said "uh rainbow dash could you show me how to move the clouds to make a house?"

"Sure thing but one question.. Do you know how to fly?" dash asked

"Oh uh no actually!" Alex realised "can you teach me that too?"

"Sure.. I'll tell you what, you can stay at mine and I'll teach you... Basically how to be a Pegasus" rainbow decided "but I hope you don't mind getting carried, it's safer to learn up there in the clouds"

And so rainbow dash left with Alex and headed off to rainbow dashes cloud home

"Well she's sorted" Stefan said "what about you guys, where do you want to go?"

"I'd love to go to sugar cube corner" Callum said "if that's cool with you pinkie?"

"Yeah sure it is! I offered it already silly" pinkie laughed "oh I can show you how to bake, if you don't know already!"

"Ok Callums sorted" Stefan said "Terry? Dan?"

"Well I'd have went to learn to fly with Alex but I don't like the idea of sleeping in clouds" Terry said "uh Fluttershy? You wouldn't be able to teach me to fly would you?"

"Oh uh me? Well Uhmm I'm not sure" Fluttershy said "well if you're sure, if you want I could I guess. But I think we should all stay indoors because rainbow dash said that there was going to be some heavy rain today"

"Well then we could all head to the houses and rest up for a bit" Stefan said "Dan? I'm sure you want to learn to use magic as much as me"

"Yeah that's true" Daniel replied

"Ok twilight would he be cool to stay at yours?" Stefan said "and rarity would I be cool to stay at yours then?"

"Yeah sure thing" rarity and twilight said

"Ok and that means we can learn to use magic then cause were stayin with unicorns" Stefan said looking at Daniel with a smile

And so the whole group dispelled and went home or to their temporary rooms. Each human-pony very excited about learning from the ponies they were staying with.

* * *

><p>O.U.A.T.I.E PT11<p>

Once Upon a Time in Equestria

"Ok then.. Uh Alex was it?" rainbow dash said "first things first, let's get you in the clouds!"

"Uhm ok how do we do this then?" Alex asked

"Well if Fluttershy was here we'd be up there in no time. I'll just have to work harder" dash chuckled "ok I'll grab you around the upper chest. If you can try to flap your wings down a little bit to make it easier"

"Got it" Alex agreed

Then rainbow dash managed to carry Alex into her cloud home and Alex started getting used to walking on the clouds

'Wow it's very springy' she thought bouncing around a little

"Yeah they can be fun to just bounce around on" dash added noticing Alex's amusement

"Once I'm able to fly you gotta show me the cloud working" Alex said "it must be so much fun"

"Well to be honest.." dash stopped to think.

Alex was fascinated by all the things a Pegasus would do without thinking.. She would have grown up on the ground so she wouldn't have learned any of this

"Sure I'll teach you that too" she finished

After about an hour of instructions, and crashes, Alex finally had flying down and was soaring back and forth laughing to herself as she went

'Oh yeah I have definitely got those moves like Jagger' she thought to herself laughing a little more

"Excellent, great work Alex!" dash congratulated "you picked it up pretty quick, next is cloud working. You should have it in no time"

"Right I almost forgot that" Alex said realising her lessons weren't over

"Ok well basically cloud sculpting is the same as normal sculpting" rainbow instructed "only easier and cleaner"

"Ah I see" Alex said grabbing a lump of cloud from in front of her "you just shape it... Uh wait a second!" she continued realising a problem "how do I do this without hands?"

"Well you just sorta push it away with your hoof" dash answered "watch"

Dash grabbed a lump from below her and started shaving and carving until she had a little pony cloud

"See.. Ya sorta just.. Do it" she said finishing all the instruction she knew "if you get that like"

"Yeah sorta" Alex replied "lemme try something"

She then started carving at the piece she had in front of her. After about a minute she looked at her creation. A simple ball

"There we go" she said triumphantly "a bit basic but I have a plan for this"

"Oh ok what kinda plan?" dash asked "a prank? Ohm I love pranks!"

"Yep I'm gunna use it like a snowball" Alex said with a devious smile

With the tutorial out of the way Alex and dash then went into dashes house to relax for a bit

* * *

><p>O.U.A.T.I.E PT12<p>

Once Upon a Time in Equestria

Terry and Fluttershy arrived at her house on the edge of the Everfree forest. This was the second time Terry had been here and remembered back to the massacre of confusion that happened there.

He remembered waking up and seeing four screaming ponies, only to realise that they were his friends , then to make it worse he got to the vary door he was about to walk through and saw the pony he was with.. Only adding to the confusion.

"Uhmm Terry are you ok?" Fluttershy asked worriedly

"Huh? Oh yeah I'm ok I'm just remembering the stuff from yesterday" he replied

"Well I'm sure the princess will eventually work out how to get you all home" she reassured

The two ponies walked into Fluttershys house and Terry followed the yellow Pegasus up the stairs to he's temporary room

"This is the spare room that you can sleep in if you want" Fluttershy offered

"This is great Fluttershy thanks" Terry said

"Would you like a drink of any kind?" Fluttershy said "I have all sorts of types of tea here"

"Yeah sure a cup of tea would be great if it's no hassle" terry said

"Oh not at all it's no hassle" Fluttershy replied "oh do you still want me to teach you to fly? If not then that's ok"

"I'd love to learn to fly" Terry said "anytime you're ready I'll go"

And so after a steaming hot cup of tea Fluttershy proceeded to teach Terry to fly. Things went quicker than Alex's but of course when terry hit the ground he felt it. Alex landed on fluff. But after awhile Terry had the hang of things and was flying around as happy as could be, and he even started attempting aerial acrobatics, which Fluttershy quickly objected to.

Terry instantly stopped because in his head he thought 'how can I go against her.. She's soo cute!'

"Ok I'll stop" Terry said Resisting looking at her in case she was making a cute little sad face.

He only just learned to fly.. He didn't fancy exploding from cuteness "besides I could do with a rest anyways"

"Ok then, would you like some more tea then?" she asked "you looked like you enjoyed that last cup"

"Oh yeah definitely" Terry said "and good work too, nobody's ever made me a cup of tea right except Alex"

"Oh well thank you Terry" Fluttershy said blushing "that's nice of you to say"

And so Terry finished up the training session like Alex, relaxing and chatting with their trainer

* * *

><p>O.U.A.T.I.E PT13<p>

Once Upon a Time in Equestria

Daniel was looking around at the scene before him. There was a huge tree in front of him with windows and the likes.. A literal 'tree' house. He slightly laughed to himself.. That was the kind of crappy joke Stefan would usually make.

"So Daniel how are you finding life as a cartoon?" twilight asked, making conversation

"Eh it's not too bad, the main thing is getting use to being a pony" he replied "walking around on all fours is a bit tricky at the start but its simple enough after awhile"

"Heh yeah I'd imagine, so how is it humans would walk?" twilight asked inquisitively

"Well kinda.. Urg" he grunted standing shakily on two legs, catching the attention of a light green unicorn nearby "like this"

"Ha nicely done Daniel" twilight laughed "it's a bit of an odd way of walking but I suppose if there's a whole species doing it?"

Soon after the two were inside the library, Daniel looking in amazement at the amount of books in the room, twilight watching him in amusement.

"So Daniel" twilight said, snapping Daniel out of his trance "do you want to rest for a bit or would you like to dive into learning magic?"

"I gotta learn magic" he replied smiling "I can rest later"

"Ok then" twilight said giving a glare that seemed to say 'let's do this!' "First things first, you need to activate your magic"

Just as she said that there was a light purple glow appeared around her horn

"Ok.. How do I do that?" Daniel asked "I wasn't raised with magic so I didn't get any practises starting it up"

"Hmm well all you do is tried to push your mind into your horn" twilight explained "sorta like stretching your back to reach something.. Only not moving"

He gave it a shot. He tried again. He tried a third time and finally just as he was about to run out of breath (he didn't realise he was holding his breath) but finally Daniel managed to start his magic up.

It felt rather strange. Almost like he could feel his blood flowing through his veins. It was weird but eventually it felt normal, almost soothing to him.

"Ok now to cut it off you just take your focus off your magic" twilight continued

"Ok, just take my focus off" Daniel said to himself

Compared to starting this was much easier, Daniel just had to stop thinking for a second and the magic died down instantly

"Good!" twilight cheered "now do that a few times while I gather a couple things up"

Daniel continued to start up and cut off his magic for another few minutes. After a while twilight returned with a small ball, a small bundle of books, and a piece of string, and a pretty heavy looking statue

"Ok Dan" twilight said suddenly stopping "or Daniel"

"Oh don't worry, Dans fine" Daniel said "you were saying?"

"Oh yeah" twilight said "right the first thing I'll teach you is basic magic usage"

Twilights horn started glowing then there was a glow around the ball and it lifted off the ground

"For most basic spells you just focus on what you want to happen and then it should happen" twilight said "some basic spells however take a little but more thought"

The ball lowered to the ground and the string near the bundle of books started glowing. Then it lifted up and around the stack of books tying off in the middle

"although you don't want to try to push yourself with basic spells" she continued "magic is like your muscles, if you try something you're not ready for your not going to be able to do it"

The string then untied itself and the glow switched over to the statue and started to levitate like the ball did

"Now obviously I can do this, I've had years of practise and I was taught by Celestia herself" twilight gloated "but it's your turn, try to lift the ball"

"Got it" Dan said still slightly perplexed

As Daniel pushed his thought forward he felt that same rushing sensation again. This time he looked at the ball and focused on it and to his relief that ball started to glow a dark purple. He then focused on the ball rising and it did. He lowered the ball and dropped it accidentally. He had started to lose focus at the happiness of using magic

"Good now, this next one is a little more tricky. You need to focus more on the string tying" twilight instructed "take your time on it"

"Right" Dan acknowledged

This time the string was glowing and started rising into the air. The two separate ends came together and started to tie together. Slowly and awkwardly but still tied together.

"Great! You're really picking this up fast" twilight congratulated "next up, don't push too hard but, try to lift this statue"

"Right this should be interesting" Daniel said

'Right it's just levitation.. No different to the ball' he thought to himself

As Dan forced his mind upward again, it felt like he pushed a little too much.. The rushing feeling was even stronger and more vivid. The glowing around his horn was stronger too and twilight had noticed this.

"Dan take it easy, you don't wanna go overboard" she warned

"Yeah I know but it wasn't my fault, it just jumped forward for some reason" Daniel said

The glowing lowered to a better glow again and Daniel then proceeded to try to lift the object... But couldn't.

The object looked like he could carry it on his back easily but when he tried to lift it, it felt like he had tiny weak arms that couldn't lift the weight but a body that could support it

"Wow that's a creepy feeling when you can't lift something. Just plain weird" Daniel noted

"Yeah but when you start getting used to magic then everything will feel normal" twilight said "you'll start using magic like an extra limb"

The two laughed at this joke and then both went to get something to eat before relaxing for a while

* * *

><p>O.U.A.T.I.E PT14<p>

Once Upon a Time in Equestria

Over at sugar cube corner pinkie pie and Callum were roaring with laughter. Pinkie pie had started to dance about and make cupcakes, and Callum was allowed to help out too. However the hilarity was coming due to the fact that Callum didn't know how to use hooves instead of hands, pinkie had tried to explain but it didn't go down so well and Callum eventually resorted to grabbing everything with his mouth. But at one point he was in a huge rush and went to grab a wooden spoon but he missed with his teeth and nearly swallowed it

"Man I never thought baking could be so much fun!" Callum laughed

"Uh well obviously we are baking cupcakes silly!" pinkie giggled "but you might want to be careful, you don't want to choke on a spoon or anything. That would be terrible!"

"I know right! I only just got here" Callum said as loud ping noise was heard

"Ooh their ready!" pinkie pie said and she started to sing to herself slightly "cupcakes, so sweet and tasty, cupcakes"

"Don't be too hasty" Callum finished making pinkie look at him with an amused grin

"You ARE getting the hang of this" she giggled

And so the pair sank into their cupcakes and continued to laugh and chat, just the same as the others were with their counterparts.

* * *

><p>O.U.A.T.I.E PT15<p>

Once Upon a Time in Equestria

Rarity and Stefan were both headed to Rarity's house. Stefan taking in his surroundings all the way. He loved every minute of being in Ponyville. The air was cleaner than the air back home. The sky was becoming cloudy but it was still interesting to him because instead of the usually slow flowing clouds, there were pegusi all moving the clouds into place.

As he was in a daze looking at everything he heard a faint voice but just disregarded it. However the voice started to get louder and he snapped out of his trance just on time to hit his face off a door.

"I was trying to warn you darling but you seemed off in your own little world" rarity said smiling at the pony rubbing his, now, sore nose

"Yeah sorry about that. I just can't get enough of looking around this place" Stefan explained "it's just that everything seems so much better than back home"

"Really? How so?" rarity replied

The two walked into the house that Stefan had just hit his face off

"Well the whole town is cleaner then where we all lived. The air is cleaner too, and I'm guessing that's because ponies don't burn fossil fuels for energy then" Stefan replied to Rarity's question

"Oh my well that sounds terribly unhealthy, all that smoke and soot couldn't be good for ones lungs" rarity said

"Oh it really wasn't. You'd eventually get used to it but now that I've been in Ponyville I'm still breathing the same way I did back home" he replied "but because of how clean the air is its like breathing twice as much so I've been getting light headed a lot"

"I have seen that myself dear, how's the nose?" she said laughing slightly

"Oh it's fine" Stefan laughed back

The two then went up the stairs to the spare room. Inside was a bed and wardrobe.. But rarity was right, it was pretty girly. Over the Walls were various pictures that sweetie belle must have drawn and the wallpaper was White with a pink and White border. But there was one picture in the room that caught Stefan's eye.. A crudely drawn version of rarity and sweetie belle surrounded by baby blue sapphires that were glued to the page..

Memories of that episode all flooded into Stefan's head and he remembered how he had used that very episode to make the pony standing next to him collapse. And he laughed a little to himself. It was always like rarity to freak out at tiny things so Stefan was surprised that rarity even woke up.

"Like I said Stefan, it is a rather girly room but there's a bed at the least so you ignore it all while you sleep" rarity laughed slightly

"Ah don't worry about it rarity, it's only temporary so I'll survive" Stefan joked

"Well then dear, make yourself at home.. I'll be back up in a second with some tea. I'm sure you want to learn a bit of magic while you're here" rarity offered

"Aw really? You don't mind?" Stefan asked "if it's not too much trouble of course"

"Never worry I don't mind, plus it will help make this house a bit more interesting.." she replied "it's usually pretty quiet in here, unless sweetie belle stays over."

And so Stefan followed Rarity's instructions and learned the basics of magic usage, just the same as Daniel. Thus the friends had all learned the basics for their pony forms and were hopefully going to be going home soon.

* * *

><p>well i know it was a kinda short time after my previous story but i wanted to get this up to let people review and ultimately decide if i should finish it or not... yknow like i have the entire story laid out in my head.. but is it worth working on? you can all be the judges of that<p>

big thanks to my buddys terry callum alex and daniel, for giving me interesting characters to write about and for being my friends of course

thanks to hasbro, boomerang and lauren faust especially... without them we wouldnt have even had such an epic show.

oh and i do not intend any copyright infringement...so

the characters in this story are all owned by the owners of my little pony friendship is magic(except for the 5 human characters who turn pony)

the story line is my own work (with occasional help from these friends)

the lyrics to the song that everyone sings is 'fallen angels' by black veil brides and the song perfect weapon is also owned by BVB

if there are any infringements in copyright inform me and i shall reference them in this


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